General Electric 10-K 2018-12-31
Filed 2019-02-26. 22 sections, 883K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
10-K 1 ge10-k2018.htm 10-K
United States Securities and Exchange Commission
WASHINGTON, D.C. 20549
FORM 10-K
| (Mark One) |
| þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the fiscal year ended December 31, 2018 |
| or |
| ¨ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the transition period from ___________to ___________ |
| Commission file number 001-00035 |
| General Electric Company (Exact name of registrant as specified in charter) |
| New York | 14-0689340 | |||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||
| 41 Farnsworth Street, Boston, MA | 02210 | (617) 443-3000 | ||
| (Address of principal executive offices) | (Zip Code) | (Telephone No.) | ||
| Securities Registered Pursuant to Section 12(b) of the Act: | ||||
| Title of each class | Name of each exchange on which registered | |||
| Common stock, par value $0.06 per share | New York Stock Exchange |
| Securities Registered Pursuant to Section 12(g) of the Act: |
| (Title of class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10‑K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer þ | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company ¨ |
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ
The aggregate market value of the outstanding common equity of the registrant not held by affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter was at least $116.2 billion. There were 8,705,080,100 shares of voting common stock with a par value of $0.06 outstanding at January 31, 2019.
DOCUMENTS INCORPORATED BY REFERENCE
The definitive proxy statement relating to the registrant’s Annual Meeting of Shareowners, to be held May 8, 2019, is incorporated by reference into Part III to the extent described therein.
TABLE OF CONTENTS
| Page | |
| Forward-Looking Statements | 3 |
| About General Electric | 4 |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) | 5 |
| Key Performance Indicators | 7 |
| Consolidated Results | 8 |
| Segment Operations | 12 |
| GE Corporate Items and Eliminations | 36 |
| Other Consolidated Information | 38 |
| Capital Resources and Liquidity | 44 |
| Critical Accounting Estimates | 56 |
| Other Items | 61 |
| Non-GAAP Financial Measures | 70 |
| Other Financial Data | 78 |
| Risk Factors | 79 |
| Legal Proceedings | 86 |
| Management and Auditor's Reports | 89 |
| Audited Financial Statements and Notes | 93 |
| Directors, Executive Officers and Corporate Governance | 166 |
| Exhibits and Financial Statement Schedules | 167 |
| Form 10-K Cross Reference Index | 171 |
| Signatures | 172 |
| FORWARD-LOOKING STATEMENTS |
FORWARD-LOOKING STATEMENTS
Our public communications and SEC filings may contain "forward-looking statements" - that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "estimate," "forecast," "target," "preliminary," or "range."
Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about potential business or asset dispositions, including the planned sale of our BioPharma business within our Healthcare segment and plans to exit our equity ownership positions in Baker Hughes, a GE company (BHGE) and Wabtec, and the expected benefits to GE; our strategy and plans for the remaining portion of our Healthcare business, and the characteristics of that business in the future; capital allocation plans; GE’s and GE Capital’s capital structure, liquidity and access to funding; our de-leveraging plans, including leverage ratios and targets, the timing and nature of specific actions to reduce indebtedness, credit ratings and credit outlooks; divestiture proceeds expectations; future charges and capital contributions that may be required in connection with GE Capital’s run-off insurance operations or other GE Capital portfolio actions; revenues; organic growth; cash flows and cash conversion, including the impact of working capital, contract assets and pensio
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Item 1. Business 4-5, 12-35, 43-44
| | | | | |
Item 1A. Risk Factors 79-86
Item 1B. Unresolved Staff Comments Not applicable
| | | | | |
Item 2. Properties 4
| | | | | |
Item 3. Legal Proceedings 86-88
| | | | | |
Item 4. Mine Safety Disclosures 68
| Part II | | | | |
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 7, 78
| | | | | |
Item 6. Selected Financial Data 78
| | | | | |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 5-77
| | | | | |
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 47-49, 146-149
| | | | | |
Item 8. Financial Statements and Supplementary Data 93-165
| | | | | |
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Not applicable
| | | | | |
Item 9A. Controls and Procedures 90
| | | | | |
Item 9B. Other Information Not applicable
| Part III | | | | |
Item 10. Directors, Executive Officers and Corporate Governance 166
| | | | | |
Item 11. Executive Compensation (a)
| | | | | |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (b), 141
| | | | | |
Item 13. Certain Relationships and Related Transactions, and Director Independence (c)
| | | | | |
Item 14. Principal Accountant Fees and Services (d)
| Part IV | | | | |
Item 15. Exhibits and Financial Statement Schedules 167-170
Item 16. Form 10-K Summary Not applicable
| | | | | | | Signatures | | | | 172 |
| (a) | Incorporated by reference to “Compensation” in the 2019 Proxy Statement. |
| (b) | Incorporated by reference to “Stock Ownership Information” in the 2019 Proxy Statement. |
| (c) | Incorporated by reference to “Related Person Transactions” and “How We Assess Director Independence” in the 2019 Proxy Statement. |
| (d) | Incorporated by reference to “Independent Auditor Information” in the 2019 Proxy Statement. |
GE 2018 FORM 10-K 171
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K for the fiscal year ended December 31, 2018, to be signed on its behalf by the undersigned, and in the capacities indicated, thereunto duly authorized in the City of Boston and Commonwealth of Massachusetts on the 26th day of February 2019.
General Electric Company (Registrant)
| By | /s/ Jamie S. Miller |
| Jamie S. Miller Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signer | Title | Date | |||
| /s/ Jamie S. Miller | Principal Financial Officer | February 26, 2019 | |||
| Jamie S. Miller Senior Vice President and Chief Financial Officer | |||||
| /s/ Thomas S. Timko | Principal Accounting Officer | February 26, 2019 | |||
| Thomas S. Timko Vice President, Chief Accounting Officer and Controller | |||||
| /s/ H. Lawrence Culp, Jr. | Principal Executive Officer | February 26, 2019 | |||
| H. Lawrence Culp, Jr.* Chairman of the Board of Directors | |||||
| Sébastien M. Bazin* | Director | ||||
| W. Geoffrey Beattie* | Director | ||||
| Francisco D’Souza* | Director | ||||
| Edward P. Garden* | Director | ||||
| Thomas W. Horton* | Director | ||||
| Risa Lavizzo-Mourey* | Director | ||||
| James J. Mulva* | Director | ||||
| Paula Rosput Reynolds* | Director | ||||
| Leslie F. Seidman* | Director | ||||
| James S. Tisch* | Director | ||||
| A majority of the Board of Directors | |||||
| *By | /s/ Christoph A. Pereira | ||||
| Christoph A. Pereira Attorney-in-fact | |||||
| February 26, 2019 |
GE 2018 FORM 10-K 172